Francis Korzekwinski
About Francis Korzekwinski
Senior Executive Vice President and Chief of Real Estate Lending at Flushing Financial Corporation (Flushing Bank), in role since January 2014; prior roles include Executive Vice President and Chief of Real Estate Lending since December 2006 and earlier commercial real estate lending leadership after joining FFIC in 1993. Age 62 as of December 31, 2024; multi-decade real estate credit experience including five years as Vice President/Mortgage Officer at Bankers Federal Savings Bank and prior secondary marketing leadership at a mortgage banking firm . Company pay-for-performance design ties annual incentives to Core EPS and Core ROAE and long-term PRSUs to charge-offs and tangible book value; 2024 annual incentive paid at 108% of target; 2022 PRSUs paid 0% reflecting below-threshold goals . Over the last five years, cumulative company TSR was -14% vs peer index +62%, signaling performance headwinds despite retention-focused equity structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bankers Federal Savings Bank, FSB | Vice President, Mortgage Officer | 5 years | Originations and portfolio credit leadership in mortgage lending |
| Mortgage banking company (not named) | Vice President, Secondary Marketing | Not disclosed | Capital markets and loan distribution strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $470,957 | $493,600 | $518,053 |
| Target Bonus (% of base) | 45% (Senior EVP) | 45% (Senior EVP) | 45% (Senior EVP) |
| Actual Annual Incentive Paid ($) | $187,815 | $69,937 | $251,045 |
| Stock Awards (Grant-date fair value, $) | $291,276 | $331,834 | $194,996 |
| All Other Compensation ($) | $84,844 | $61,770 | $75,212 |
| Total Compensation ($) | $1,034,892 | $994,406 | $1,039,306 |
- Perquisites: company automobile/car allowance provided, personal-use incremental cost < $10,000; BOLI coverage offers 2x base salary death benefit while employed .
Performance Compensation
Annual Incentive Plan Mechanics and Outcomes
| Year | Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|---|
| 2023 | Core operating EPS | 50% | $1.04 | $0.83 | 60% |
| 2023 | Core operating ROAE | 50% | 4.65% | 3.69% | 0% |
| 2023 | Total payout | — | — | — | 30% of target |
| 2024 | Core operating EPS | 50% | $0.69 | $0.73 | 110% |
| 2024 | Core operating ROAE | 50% | 3.14% | 3.25% | 106% |
| 2024 | Total payout | — | — | — | 108% of target |
- Target bonus opportunity for Senior EVP: 45% of base; Francis’s 2024 target $233,124; threshold $139,874; max $349,686 .
Long-Term Incentives (PRSUs and RSUs)
| Grant Date | Award Type | Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics | Status/Notes |
|---|---|---|---|---|---|---|
| 1/26/2023 | PRSUs | 8,300 | $165,917 | 3-year cliff (2023–2025) | Total charge-offs; Increase tangible book value (equal weight) | Trending at threshold as of 12/31/2024 |
| 1/26/2023 | RSUs (time-based) | 8,300 | $165,917 | 20% annually over 5 years | — | Current cash dividends; retire/death/disability/change-of-control acceleration with certain exceptions |
| 1/25/2024 | PRSUs | 5,800 | $97,498 | 3-year cliff (2024–2026) | Total charge-offs; Increase tangible book value (equal weight) | Trending at target as of 12/31/2024 |
| 1/25/2024 | RSUs (time-based) | 5,800 | $97,498 | 100% cliff at 3 years | — | Current cash dividends; acceleration on death/disability/change-of-control |
| 1/27/2022 PRSU cycle (2022–2024) | PRSUs | Company-wide framework | — | 3-year cliff | Total charge-offs; Tangible book value | Earned 0% (below threshold): charge-offs 0.30% vs threshold 0.23%; TBV increase 1.90% vs threshold 10.40% |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 156,041 shares; 0.46% of outstanding (33,776,688 shares as of March 3, 2025) |
| Vested vs unvested (12/31/2024) | Unvested RSUs: 19,400 units; market value $277,032; unearned PRSUs (threshold/target basis): 9,950 units; market value $142,086 (closing price $14.28) |
| Stock vested in 2024 | 15,067 shares; value realized $256,361 |
| Hedging/pledging policy | Prohibited for executives and directors (no margin accounts; no pledging) |
| Stock ownership guidelines | Executives must retain 50% of “profit shares” until age 61; post-61, may dispose 20% annually; mandatory compliance |
| Deferred compensation (SSIP) 2024 | Executive contributions $88,069; company contributions $37,409; earnings $84,137; withdrawals $84,090; aggregate balance $2,222,491 |
| Pension (defined benefit) | Credited service 13.0 years; present value $526,699 as of 12/31/2024 |
Employment Terms
| Event | Cash Severance Payment ($) | “SERP Account” ($) | Continued Benefits ($) | Accelerated Equity Vesting ($) | BOLI Death Benefit ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement | — | $151,617 | $248,472 | — | — | $400,089 |
| Death | — | — | — | $498,092 | $1,036,106 | $1,534,198 |
| Disability | $730,206 | — | — | $498,092 | — | $1,228,298 |
| Good Reason / Termination Without Cause | $1,758,109 | $151,617 | — | — | — | $1,909,726 |
| Change of Control | $1,577,001 | $151,617 | — | $498,092 | — | $2,226,710 |
- Employment agreements: Severance equals 24 months of salary plus bonus (highest of last three years) for non-COC terminations or “good reason”; includes 24 months of health and welfare benefits and lifetime retiree medical thereafter; excise tax gross-up provided to NEOs other than CFO and Bingold; double-trigger COC payout mechanics and pro rata bonus rules are specified .
- Anti-hedging/pledging and clawback: Exchange Act Rule 10D-1 and NASDAQ 5608-compliant clawback adopted Oct 2023; Sarbanes-Oxley 304 applies to CEO/CFO; hedging/pledging prohibited .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $10,009,000 * | $22,588,000* | -$57,271,000* |
| Net Income ($) | $76,945,000 | $28,664,000 | -$31,333,000 |
Values retrieved from S&P Global.
- Strategic highlights: 2024 dividend of $0.88 per share; maintained investment-grade ratings; tangible common equity/asset ratio improved to 7.82%; capital ratios above “well-capitalized” thresholds; fourth-quarter 2024 actions included $70M equity raise, investment portfolio restructuring, loan transfers to held-for-sale, and borrowings repositioning to strengthen 2025 earnings profile .
- Pay versus performance: cumulative TSR five-year -14% vs S&P U.S. BMI Banks – Mid-Atlantic Region Index +62%; 2024 compensation actually paid aligned positively with Core EPS and ROAE trends; say-on-pay approval 92% in 2024 and 88% in 2023 .
Compensation Structure Analysis
- Mix and vesting: 50/50 PRSUs and RSUs; time-based RSUs moved from 5-year ratable to 3-year cliff starting 2024, increasing near-term retention weight while preserving long-term alignment .
- Pay-for-performance integrity: 2022 PRSUs earned 0% on below-threshold charge-offs and TBV growth; 2023 annual incentive paid 30% of target amid rate-driven margin compression; 2024 annual incentive paid 108% of target on Core EPS/ROAE improvements .
- Governance safeguards: mandatory stock retention, clawback, and anti-hedging/pledging; independent Compensation Committee with outside consultant Pearl Meyer and defined peer group maintained in 2025 .
SAY-ON-PAY & Shareholder Feedback
- Say-on-pay approval: 92% (2024) and 88% (2023); ongoing outreach to largest institutional investors for compensation and governance feedback .
Equity Ownership & Alignment Details
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| RSUs unvested (units, market value) | — | 28,667 units; $472,433 | 19,400 units; $277,032 |
| PRSUs unearned (units, market value) | — | 11,200 units; $184,576 | 9,950 units; $142,086 |
| Shares vested (units, value realized) | — | 11,527 units; $225,360 | 15,067 units; $256,361 |
Investment Implications
- Alignment and retention: Strong structural alignment through PRSUs tied to charge-offs/TBV and mandatory stock retention; 2024 shift to 3-year cliff RSUs increases short-term retention while maintaining multi-year equity exposure .
- Insider supply watch: 2024 vesting of 15,067 shares could add selling pressure; monitor Form 4 activity around vesting dates and annual grant cycles for potential supply into the market .
- Pay discipline signal: Zero payout on the 2022 PRSUs underscores payout discipline when multi-year credit/tangible book targets are missed; annual incentives sensitive to core operating performance rather than GAAP noise from balance sheet repositioning .
- Change-of-control economics: Double-trigger design with sizable cash severance and equity acceleration; excise tax gross-up for most NEOs (excluding CFO and Bingold) is shareholder-unfriendly and a governance watchpoint .
- Performance backdrop: Five-year TSR underperformance relative to peers suggests fundamental improvement is required; 2024 strategic actions should be evaluated versus 2025 earnings trajectory and PRSU performance path (2024–2026) for alignment of pay and shareholder returns .